347.065. Members deemed to be agents, acts bind company--one or more managers, effect--act in contravention of restriction on authority.

MISSOURI STATUTES AND CODES

347.065. Members deemed to be agents, acts bind company--one or more managers, effect--act in contravention of restriction on authority.

Members deemed to be agents, acts bind company--one or more managers,effect--act in contravention of restriction on authority.

347.065. 1. Except as provided in subsection 2 of thissection, every member is an agent of the limited liabilitycompany for the purpose of its business and affairs, and the actof any member, including, but not limited to, the execution ofany instrument, for apparently carrying on in the usual way ofthe business or affairs of the limited liability company of whichhe is a member binds the limited liability company, unless themember so acting has in fact no authority to act for the limitedliability company in the particular matter, and the person withwhom he is dealing has knowledge of the fact that the member hasno such authority.

2. If the articles of organization provide that managementof the limited liability company is vested in one or moremanagers:

(1) No member, acting solely in his capacity as a member,is an agent of the limited liability company; and

(2) Every manager is an agent of the limited liabilitycompany for the purpose of its business and affairs, and the actof any manager for apparently carrying on in the usual way of thebusiness or affairs of the limited liability company of which heis a manager binds the limited liability company, unless themanager so acting has, in fact, no authority to act for thelimited liability company in the particular matter, and theperson with whom he is dealing has knowledge of the fact that themanager has no such authority.

3. An act of a member or manager which is not apparentlyfor the carrying on the usual way of the business or affairs ofthe limited liability company does not bind the limited liabilitycompany unless authorized in accordance with the terms of theoperating agreement, at the time of the transaction or at anyother time.

4. No act of a member, manager or other agent of a limitedliability company in contravention of a restriction on authorityshall bind the limited liability company to persons havingknowledge of the restriction.